M Evo Global Acquisition Corp II 8-K, filed Oct 13, 2026
M Evo Global Acquisition Corp II (MEVO)
About this 8-K
M Evo Global Acquisition Corp II filed this 8-K on October 13, 2026, reporting on events of October 6, 2026.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
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| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Richard Majlinder as Director
On October 6, 2026, the Board of Directors (the “Board”) of M Evo Global Acquisition Corp II (the “Company”) appointed Richard Majlinder (“Mr. Majlinder”) as a director of the Company, effective immediately, to fill the vacancy on the Board. Mr. Majlinder will serve as a member of the third class of directors, whose term will expire at the third annual general meeting of the Company. The Board has determined that Mr. Majlinder qualifies as independent under the Nasdaq listing standards and is an “audit committee financial expert.” Mr. Majlinder has been appointed to serve on the Audit Committee and the Compensation Committee of the Board.
Mr. Majlinder, age 54, has served as Director and Chief Investment Officer of Maranello Capital, an Australian private wealth fund, since 2020. He has served as a director of Kallipr Holdings since 2018. Since 2020, he has served as a non-executive director of Stanmore Resources Limited, where he is chair of the Audit & Risk Committee and a member of the Remuneration and Nominations Committee. Since 2023, he has served as a non-executive director of Optical Fibre Systems and Alii Technologies.
From 2016 to 2020, Mr. Majlinder served as Chief Commercial Officer of Madison Group Enterprises. Prior to 2016, he held several roles at PwC Australia, including Partner leading PwC Private Clients’ Advisory practice in Brisbane and Principal/Director leading mergers and acquisitions assignments, financial due diligence, IPOs and capital raisings, and business valuations. Before that, he served as Head of Finance, Ventures & Business Development of Walt Disney Television in London.
Mr. Majlinder is a Fellow of the Institute of Chartered Accountants in England and Wales, a member of the Institute of Chartered Accountants in Australia and New Zealand and a member of the Australian Institute of Company Directors. He holds a BSc (Econ) Hons from the London School of Economics.
There are no family relationships between Mr. Majlinder and any director or executive officer of the Company. There are no arrangements or understandings between Mr. Majlinder and any other person pursuant to which he was selected to serve as a director of the Company. There are no transactions between Mr. Majlinder and the Company that would be required to be reported pursuant to Item 404(a) of Regulation S-K.
In connection with Mr. Majlinder’s appointment, the Company has entered into a letter agreement (the “Letter Agreement”) and an indemnity agreement (the “Indemnity Agreement”) with Mr. Majlinder, each dated October 12, 2026. The Letter Agreement incorporates certain terms and conditions of the Company’s letter agreement dated January 29, 2026 (the “Existing Letter Agreement”), to provide that Mr. Majlinder has substantially the same rights and obligations as certain other directors under that agreement. The Indemnity Agreement incorporates certain terms and conditions of the Company’s indemnity agreement dated January 29, 2026 (the “Existing Indemnity Agreement” and, together with the Existing Letter Agreement, the “Existing Agreements”), to provide that Mr. Majlinder has substantially the same rights and obligations as certain other directors under that agreement. The Existing Agreements were filed as Exhibits 10.2 and 10.9, respectively, to the Company’s Current Report on Form 8-K filed on February 3, 2026.
The foregoing descriptions do not purport to be complete and are qualified in their entirety by reference to the Letter Agreement and the Indemnity Agreement, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Letter Agreement, dated October 12, 2026, between M Evo Global Acquisition Corp II and Richard Majlinder. | |
| 10.2 | Indemnity Agreement, dated October 12, 2026, between M Evo Global Acquisition Corp II and Richard Majlinder. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| M EVO GLOBAL ACQUISITION CORP II | ||
| Date: October 13, 2026 | By: | /s/ Ashley Zumwalt-Forbes |
| Name: | Ashley Zumwalt-Forbes | |
| Title: | Chief Executive Officer | |
2
Exhibit 10.1
EXECUTION VERSION
LETTER AGREEMENT
October 12, 2026
Reference is made to that certain letter agreement dated January 29, 2026 relating to the initial public offering of M Evo Global Acquisition Corp II, a Cayman Islands exempted company (the “Company”), by and among the Company, the sponsor and the insiders party thereto, a copy of which is attached hereto as Exhibit A (the “Existing Letter Agreement”). This letter agreement (this “Letter Agreement”) is executed in connection with the appointment of Richard Majlinder (the “Director”) to the Company’s board of directors. This Letter Agreement is a separate agreement between the Director and the Company and does not amend the Existing Letter Agreement or make the Director a party thereto. Subsequent amendments to the Existing Letter Agreement shall not affect the terms incorporated into this Letter Agreement unless the Director and the Company otherwise agree in writing. Capitalized terms used but not otherwise defined herein have the meanings assigned to them in the Existing Letter Agreement.
Except as expressly set forth in this Letter Agreement, the Director and the Company hereby agree, as of the date first set forth above, to be bound by, and adhere to, the terms contained in the Existing Letter Agreement to the extent such terms are applicable to an Insider who is a director of the Company and to the Company, respectively. Such terms are incorporated by reference in this Letter Agreement, mutatis mutandis. For purposes of the provisions so incorporated, references to an “Insider” shall mean the Director, references to the “Existing Letter Agreement” shall mean this Letter Agreement and references to the parties thereto shall mean the Director and the Company.
Notwithstanding the foregoing:
| 1. | Paragraphs 3, 4 and 5 of the Existing Letter Agreement, and the references to those paragraphs in paragraph 6 thereof, shall not be incorporated into this Letter Agreement. |
| 2. | The representations in paragraph 8 of the Existing Letter Agreement concerning biographical information and questionnaires shall apply only to information furnished by the Director in connection with his appointment to the Company’s board of directors. |
| 3. | The consent in paragraph 10 of the Existing Letter Agreement to being named in the Prospectus and the provisos in paragraph 20 shall not be incorporated into this Letter Agreement. |
| 4. | The provisions incorporated herein shall apply from the date of this Letter Agreement, and references therein to the Public Offering and the dates and periods relating thereto shall retain their original meanings and shall not be treated as commencing anew by reason of the execution of this Letter Agreement. |
| 5. | For purposes of paragraph 19 of the Existing Letter Agreement, notices to the Director shall be addressed to him at the address set forth on his signature page hereto, and notices to the Company shall be addressed as follows: |
M Evo Global Acquisition Corp II
2727 LBJ Freeway, Suite 1010
Farmers Branch, TX 75234
Attention: Ashley Zumwalt-Forbes
Email: azf@mglobalacquisition.com
With a copy, which shall not constitute notice, to:
Sullivan & Cromwell
Level 30, 2 Chifley Square
Sydney, New South Wales 2000
Australia
Attention: Benjamin Fleming
or to any other address as may have been furnished to Director in writing by the Company.
This Letter Agreement may be executed in two or more counterparts, including by facsimile or electronic signature, each of which shall be deemed an original and all of which together shall constitute one instrument.
[Signature pages follow.]
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| DIRECTOR | ||
| Signature: | /s/ Richard Majlinder | |
| Name: | Richard Majlinder |
| Address for notices: | c/o M Evo Global Acquisition Corp II, 2727 LBJ Freeway, Suite 1010, Farmers Branch, TX 75234, USA |
[Signature page to Letter Agreement]
3
| ACKNOWLEDGED AND AGREED: | ||
| M EVO GLOBAL ACQUISITION CORP II | ||
| By: | /s/ Ashley Zumwalt-Forbes | |
| Name: | Ashley Zumwalt-Forbes | |
| Title: | Chief Executive Officer | |
[Signature page to Letter Agreement]
4
EXHIBIT A
Existing Letter Agreement
5
Exhibit 10.2
EXECUTION VERSION
INDEMNITY AGREEMENT
October 12, 2026
Reference is made to that certain Indemnity Agreement, dated as of January 29, 2026, by and between M Evo Global Acquisition Corp II, a Cayman Islands exempted company (the “Company”), and the undersigned indemnitees thereto, a copy of which is attached hereto as Exhibit A (the “Existing Indemnity Agreement”). This indemnity agreement (this “Indemnity Agreement”) is executed in connection with the appointment of Richard Majlinder (the “Director”) to the Company’s board of directors. This Indemnity Agreement is a separate agreement between the Director and the Company and does not amend the Existing Indemnity Agreement or make the Director a party thereto. Subsequent amendments to the Existing Indemnity Agreement shall not affect the terms incorporated into this Indemnity Agreement unless the Director and the Company otherwise agree in writing. Capitalized terms used but not otherwise defined herein have the meanings assigned to them in the Existing Indemnity Agreement.
Except as expressly set forth in this Indemnity Agreement, the Director and the Company hereby agree, as of the date first set forth above, to be bound by, and adhere to, the terms contained in the Existing Indemnity Agreement to the extent such terms are applicable to an Indemnitee and the Company, respectively. Such terms are incorporated by reference in this Indemnity Agreement, mutatis mutandis. For purposes of the provisions so incorporated, references to “Indemnitee” shall mean the Director, references to “this Agreement” shall mean this Indemnity Agreement and references to the parties thereto shall mean the Director and the Company.
Notwithstanding the foregoing:
| 1. | The rights and obligations under this Indemnity Agreement apply in respect of the Director’s service commencing on October 6, 2026, including service before execution of this Indemnity Agreement, subject to the terms incorporated herein. References in the incorporated provisions to the “date hereof” mean the date of this Indemnity Agreement. |
| 2. | Clause (ii) of Section 14(f) of the Existing Indemnity Agreement as incorporated into this Indemnity Agreement is hereby amended and restated as follows: “(ii) for recovery or advances under any insurance policy maintained by any person for the benefit of Indemnitee, regardless of the outcome and whether Indemnitee ultimately is determined to be entitled to such indemnification, hold harmless or exoneration right, advancement, contribution or insurance recovery, as the case may be (unless such judicial proceeding or arbitration was not brought by the Director in good faith.” |
| 3. | For purposes of Section 21 of the Existing Indemnity Agreement, notices to the Director shall be addressed to him at the address set forth on his signature page hereto, and the address for notices to the Company in Section 21(b) shall be replaced with the following: |
M Evo Global Acquisition Corp II
2727 LBJ Freeway, Suite 1010
Farmers Branch, TX 75234
Attention: Ashley Zumwalt-Forbes
With a copy, which shall not constitute notice, to:
Sullivan & Cromwell
Level 30, 2 Chifley Square
Sydney, New South Wales 2000
Australia
Attention: Benjamin Fleming
or to any other address as may have been furnished to Indemnitee in writing by the Company.
This Indemnity Agreement may be executed in two or more counterparts, including by facsimile or electronic signature, each of which shall be deemed an original and all of which together shall constitute one instrument.
[Signature pages follow.]
2
DIRECTOR
| Signature: | /s/ Richard Majlinder | |
| Name: | Richard Majlinder |
| Address for notices: | c/o M Evo Global Acquisition Corp II, 2727 LBJ Freeway, Suite 1010, Farmers Branch, TX 75234, USA |
[Signature Page to Indemnity Agreement]
3
ACKNOWLEDGED AND AGREED:
| M EVO GLOBAL ACQUISITION CORP II | ||
| By: | /s/ Ashley Zumwalt-Forbes | |
| Name: | Ashley Zumwalt-Forbes | |
| Title: | Chief Executive Officer | |
[Signature Page to Indemnity Agreement]
4
EXHIBIT A
Existing Indemnity Agreement
5